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Bhagyanagar India Ltd.

BSE: 512296 Sector: Engineering
NSE: BHAGYNAGAR ISIN Code: INE458B01028
BSE LIVE 14:22 | 06 Dec 18.00 0
(0.00%)
OPEN

18.00

HIGH

18.00

LOW

18.00

NSE LIVE 15:12 | 06 Dec 18.45 0.35
(1.93%)
OPEN

18.50

HIGH

18.50

LOW

17.70

OPEN 18.00
PREVIOUS CLOSE 18.00
VOLUME 200
52-Week high 23.50
52-Week low 15.35
P/E 26.47
Mkt Cap.(Rs cr) 115.20
Buy Price 18.00
Buy Qty 100.00
Sell Price 18.45
Sell Qty 10.00
OPEN 18.00
CLOSE 18.00
VOLUME 200
52-Week high 23.50
52-Week low 15.35
P/E 26.47
Mkt Cap.(Rs cr) 115.20
Buy Price 18.00
Buy Qty 100.00
Sell Price 18.45
Sell Qty 10.00

Bhagyanagar India Ltd. (BHAGYNAGAR) - Chairman Speech

Company chairman speech

ORDINARY BUSINESS:

1. To receive consider and adopt the Audited Balance Sheet as at 31st March 2015 andthe Statement of Profit & Loss for the year ended 31st March 2015 along with theAuditors' Report & Directors' Report thereon.

2. To declare Dividend for the year ended 31st March 2015.

3. To appoint a Director in place of Shri Narender Munoth who retires by rotation andbeing eligible offers himself for re-appointment.

4. To appoint Auditors and to fix their remuneration and in this regard to consider andif thought fit to pass with or without modification(s) the following resolution as anOrdinary Resolution:

"RESOLVED THAT in terms of the provisions of Sections 139-142 and other applicableprovisions if any of the Companies Act 2013 read with Companies (Audit and Auditors)Rules 2014 as may be applicable and pursuant to the resolution of the members at the 29thAnnual General Meeting the appointment of M/s. Sekhar & Co. Chartered Accountants(Firm Regn No: 003695S) as Statutory Auditors of the Company to hold office from theconclusion of this meeting until the conclusion of the 32nd Annual General Meeting of theCompany be ratified by the members on a remuneration as may be decided by the Board ofDirectors.

SPECIAL BUSINESS:

5. To consider and if thought fit to pass with or without modifications thefollowing resolution as an ORDINARY RESOLUTION:

"RESOLVED THAT pursuant to the provisions of Section 149 152 and any otherapplicable provisions of the Companies Act 2013 and the Rules made there under (includingany statutory modification (s) or re-enactment thereof) read with Schedule IV of theCompanies Act 2013 and Clause 49 of the Listing Agreement Smt. Madhumathi Suresh(DIN-07124113) who was appointed as Additional Director w.e.f 23.03.2015 and who holdsoffice up to the date of this Annual General Meeting and in respect of whom the Companyhas received a notice in writing from a member proposing her candidature for the office ofDirector.

RESOLVED FURTHER THAT Smt. Madhumathi Suresh has submitted a declaration that she meetsthe criteria of Independence as provided in Section 149(6) of the Act and who is eligiblefor appointment and in respect of whom pursuant to Section 160 be and is hereby appointedas Independent Director of the Company to hold office for five consecutive years witheffect from 30th September 2015 up to 29th September 2020 not liable to retire byrotation.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorisedto do all such acts deeds matters and things as may be necessary proper expedient togive effect to the foregoing resolution.”

6. To consider and if thought fit to pass with or without modifications thefollowing resolution as SPECIAL RESOLUTION:

“RESOLVED THAT pursuant to the provisions of Sections 196 197 203 and any otherapplicable provisions of the Companies Act 2013 and the rules made thereunder (includingany statutory modification(s) or re-enactment thereof for the time being in force) readwith Schedule

V to the Companies Act 2013 the Company be and is hereby approved and ratified there-appointment of Shri Narender Surana as Managing Director of the company for a period of3 years w.e.f 18.01.2015 to 17.01.2018 on the same remuneration as mentioned below:

1. Salary: ' 600000 - ' 50000 - ' 700000 per month

2. Housing: Shri Narender Surana shall be entitled to house rent allowance equal to 50%(fifty percent) of the salary. In case accommodation for Shri Narender Surana is providedby the Company the expenditure incurred by the Company on hiring accommodation will besubject to a ceiling of 50% (Fifty percent) of the salary of Shri Narender Surana.Expenditure on furnishing electricity water gas at actuals shall in addition be payableby the Company to Shri Narender Surana.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorisedto do all such acts deeds matters and things as may be necessary proper expedient togive effect to the foregoing resolution.”

7. To consider and if thought fit to pass with or without modifications thefollowing resolution as SPECIAL RESOLUTION:

“RESOLVED THAT pursuant to the provisions of Sections 196 197 203 and any otherapplicable provisions of the Companies Act 2013 and the rules made thereunder (includingany statutory modification(s) or re-enactment thereof for the time being in force) readwith Schedule

V to the Companies Act 2013 the Company be and is hereby approved and ratified there-appointment of Shri Devendra Surana as Managing Director of the company for a period of3 years w.e.f 18.01.2015 to 17.01.2018 on the same remuneration as mentioned below:

1. Salary: ' 600000 - ' 50000 - ' 700000 per month

2. Housing: Shri Devendra Surana shall be entitled to house rent allowance equal to 50%(fifty percent) of the salary. In case accommodation for Shri Devendra Surana is providedby the Company the expenditure incurred by the Company on hiring accommodation will besubject to a ceiling of 50% (Fifty percent) of the salary of Shri Devendra Surana.Expenditure on furnishing electricity water gas at actuals shall

in addition be payable by the Company to Shri Devendra Surana.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is herebyauthorised to do all such acts deeds matters and things as may be necessary properexpedient to give effect to the foregoing resolution.”

8. To consider and if thought fit to pass with or without modification thefollowing Resolution as SPECIAL RESOLUTION:

"RESOLVED THAT pursuant to the provisions of Section 14 and all otherapplicable provisions if any of the Companies Act 2013 read with Companies(Incorporation) Rules 2014 (including any statutory modification(s) or re-enactmentthereof for the time being in force) the existing Articles of Association of the companybe and is hereby replaced with the new set of Articles of Association and the said newArticles of Association be and is hereby approved and adopted as the Articles ofAssociation of the company in place of in substitution and to the entire exclusion of theexisting Articles of Association of the company.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is herebyauthorized to do all acts and take all such steps as may be necessary proper or expedientto give effect to this resolution”.

9. To consider and if thought fit to pass with or without modifications thefollowing resolution as an SPECIAL RESOLUTION:

"RESOLVED THAT pursuant to the provisions of Section 42 62 read with theCompanies (Prospectus and Allotment of Securities) Rules 2014 and the Companies (shareCapital and Debenture) Rules 2014 and all other applicable provisions of the CompaniesAct 2013 as applicable and/or Foreign Exchange Management Act 1999 (including anystatutory modification(s) or reenactment thereof) the Foreign Exchange Management(Transfer or Issue of Security by a Person Resident outside India) Regulations 2000 asamended the Issue of Foreign Currency Convertible Bonds and Ordinary Shares (throughDeposit Receipt Mechanism) Scheme 1993 as amended and the applicable Rules RegulationsNotifications and Circulars if any issued by Securities and Exchange Board of India(SEBI) from time to time including the SEBI (Issue of Capital and DisclosureRequirements) Regulations 2009 as amended (the ICDR Regulations) Reserve Bank of India(RBI) Government of India or any other competent Authority and clarifications if anyissued thereon from time to time by appropriate authorities the Equity Listing Agreements(the “Listing Agreement”) entered into by the Company with the Stock Exchangeswhere the Company's Equity Shares of face value of ' 2/- each (the “EquityShares”) are listed and other concerned and appropriate authorities and otherapplicable laws if any and relevant provisions of the Memorandum and Articles ofAssociation of the Company and subject to such approval(s) consent(s) permission(s)and/or sanction(s) if any of the Government of India RBI SEBI and any otherappropriate Authority(ies)

Bank(s) Institution(s) or Body(ies) as may be necessary and subject to suchconditions as may be prescribed by any of them in granting any such approval consentpermission or sanction as are accepted the Board of Directors of the Company(hereinafter referred to as the “Board” which term shall be deemed to includeany duly constituted Committee thereof) be and is hereby authorized to create offerissue and allot Equity Shares/ Securities in one or more tranches in the course ofdomestic or international offerings by way of Follow- on Public Offer (FPO) and/or by wayof a Qualified Institutions Placement (QIP) in terms of the Chapter VIII of SEBI (Issue ofCapital and Disclosure Requirements) Regulations 2009 as amended from time to time and/or Equity Shares in the form of Global Depository Receipts (GDRs) and/or AmericanDepository Receipts (ADRs) and/ or External Commercial Borrowings (ECBs) with rights ofconversion into shares and/ or Foreign Currency Convertible Bonds (FCCBs) and/orOptionally or Compulsorily Convertible Redeemable Preference Shares (OCPS/CCPS)convertible into Equity Shares of the Company with voting rights or with differentialrights as to voting dividend or otherwise in accordance with such rules and subject tosuch conditions as may be prescribed or any other instrument convertible into EquityShares with voting rights or with differential voting rights as to voting dividend orotherwise (hereinafter referred to as the “Securities”) to be subscribed to byInternational and/or Indian Banks Institutions Institutional Investors Mutual Fundscompanies other Corporate Bodies Resident/Non-Resident Indians Foreign Nationals andother eligible Investors as may be decided by the Board (hereinafter referred to as“Investors”) whether or not such Investors are members of the Company or not(including the provisions for reservation on firm and/or competitive basis of such partof issue and for such categories of persons including employees of the Company group/associate company(ies) as may be permitted by the ICDR Regulations from time to time) atsuch time or times at such price or prices at discount / premium to the market or pricesin such manner and on such terms and conditions including security rate of interest etc.including the discretion to determine the categories of Investors to whom the offer issueand allotment shall be made to the exclusion of all other categories of Investors as maybe determined by the Board at the time of such issue and allotment considering the thenprevaling market conditions and other relevant factors wherever necessary upto anaggregate of US$ 50 million in any foreign currency or in Rupees (inclusive of suchpremium as may be determined) and such issue and allotment be made at such time or timesin such tranche or tranches in such currency or currencies in such manner and on suchterms and conditions (including if necessary in relation to security on convertible debtinstruments) as may be decided and deemed appropriate by the Board in its sole discretionat the time of issue / allotment.”

"RESOLVED FURTHER THAT in case of QIP pursuant to Chapter VIII of the ICDRRegulations the allotment of Equity Shares/ Securities shall only be made to QualifiedInstitutional Buyers at a price including a discount of not more than 5% (or such discountas may be prescribed by

SEBI from time to time) within the meaning of Chapter VIII of ICDR Regulations and suchsecurities shall be fully paid-up and the allotment of such Securities shall be completedwithin 12 months from the date of this Resolution.”

“RESOLVED FURTHER THAT the Company and/or any agency or body authorized by theCompany may issue receipts/certificates representing the underlying securities and/ orEquity Shares issued by the Company with such features and attributes as are prevalent inInternational Capital Markets for instruments of this nature and provide for thetradability or free transferability thereof as per the domestic/international practicesnorms and regulations and under the norms and practices prevalent in the InternationalMarkets.”

“RESOLVED FURTHER THAT the Board be and is hereby authorized to issue andallot from time to time such number of Equity Shares at such premium as may be decidedby the Board in its absolute discretion upon conversion of such Securities or as may benecessary in accordance with the terms of the offering including additional EquityShares and all such shares shall rank pari- passu with the then existing Equity Shares ofthe Company in all respects including to dividend.”

“RESOLVED FURTHER THAT for the purpose of giving effect to any issue and/orallotment of Equity Shares in the Company or Securities or instruments or Securitiesrepresenting or convertible into Equity Shares in the Company the Board be and is herebyauthorized on behalf of the Company to do all such acts deeds matters and things as itmay at its discretion deem necessary appropriate or desirable for such purposeincluding without limitation determining the form and manner of the issue the class ofinvestors to whom the Equity Shares/ Securities are to be issued and allotted number ofEquity Shares/Securities to be allotted in each tranche issue price face value premiumamount on issue/conversion of Securities/ exercise of warrants/redemption of Securitiesrate of interest redemption period to appoint Lead Managers Merchant Bankers GlobalBusiness Coordinators Book Runners Underwriters Guarantors Financial and/or LegalAdvisors Depositories Custodians Registrars Trustees Bankers and all other agenciesto enter into or execute all such agreements/ arrangements /MOUs/documents with any suchagencies as may be necessary; to list the Securities and the Equity Shares to be issuedon conversion of the said Securities on any Indian and/or Foreign Stock Exchange(s) as itmay in its absolute discretion deem fit.”

“RESOLVED FURTHER THAT the Board be and is hereby authorized to settle allquestions difficulties or doubts that may arise in regard to the issue offer orallotment of Equity Shares or Securities and utilization of the issue proceeds as it mayin its absolute discretion deem fit without being required to seek any further consent orapproval of the members or otherwise with the intent that the members shall be deemed tohave given their approval thereto expressly by the authority of the aforesaidResolution.”

“RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate allor any of the powers herein conferred to any Committee of Directors or WholetimeDirector(s) or any Director(s) or any other Officer(s) of the Company to implement theaforesaid Resolution.”

10. To consider and if thought fit to pass with or without modifications thefollowing resolution as an ORDINARY RESOLUTION:

“RESOLVED THAT pursuant to the provisions of Section 148 and all otherapplicable provisions of the Companies Act 2013 and the rules framed there under andsubject to all other approvals if any required the Company be and is hereby authorizedto pay an amount of ' 25000/- (Rupees Twenty Five Thousand Only) as remuneration to M/s.BVR & Associates Cost Accountants in practice the Cost Auditors appointed by theBoard of Directors of the Company to conduct the audit of the cost records of the Companyfor the financial year 2015-16”.

“RESOLVED FURTHER THAT the Board of Directors of the Company be and is herebyauthorized to do all acts and take all such steps as may be necessary proper or expedientto give effect to this resolution.”

By Order of the Board
For BHAGYANAGAR INDIA LIMITED
Place : Secunderabad NARENDER SURANA
Date : 06.08.2015 Managing Director

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